Phantom of the Opera Soul eater!
by 8Kimaresonance8
Summary: Maka is a beautiful girl living in the opera house in Paris france. Seemingly making her way to fame by the teachings of an unknown teacher. She is caught in the middle of a battle between her childhood love and the mysterious phantom which dwells in the depths below the opera populaire. Phantom of the opera/ Soul eater crossover!
1. ACT 1chapter 1

So, I've combined my two obsessions to create this! Now I had already started a project similar to this but it didn't really draw my attention as well.. But! I can assure you that I do intend to complete this to the end!

Here is the cast list:

Maka: Christine

Kid: Raoul

Soul: Phantom

Marie: Madam Giry

Tsubaki: Meg Giry

Kim: La Carlotta

Stein: Fermin

Justin Law: Andre

Lord Death: Monsieur Lefevre

Mosquito: Monsieur Reyer.

**Side note: To add the musical effect to this fic I suggest you listen to instrumental versions of each song when it comes up. I have it bolded. **

**Well here we go! **

**another side note: I will update my other kima story tomorrow! seeing that I get out of school early :) **

**Enjoy! **

**I don't own Soul Eater or POTO. **

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_Paris 1919._

Today in the grand city of Paris was a grand auction at the old opera house, located at the center of the city. Everyone was wandering inside the old building wondering what they just might find in this old structure.

Outside pulled up a small car containing an old man with faded black hair his black and white suit showing signs of wear as if he hadn't bothered to dress up for such an occasion. He was being pushed in a small wooden wheel chair by his hired nurse and taken up the ramp into the old building.

"Lot 663 then ladies and gentlemen, a poster for this house's production of Hannibal" A young auctioneer said onto of the old wooden stage which now had sections of it missing.

Another two men came out and showed the poster to the crowd.

"Alright do I hear ten francs? Eight? You sir?" The man paused as he waited for anyone to object.

"alright eight once, going twice, and sold. To Mr. Barett, thank you sir." The man in a black suit with dark tan skin nodded and went over to collect his object.

"Lot 664 a wooden pistol and three human skulls, used in the production of Robert el Diable." The bidding proceeded until another man bought the object for fifteen francs.

"alright then, lot 665 a paper-mache musical box in the shape of a barrel Organ. Attached the figure of the legendary holy sword Excalibur in white clothing, playing the cymbals." He passed as the audience looked at the musical box in awe.

" This item, discovered in the vaults of the theatre, still in working order, ladies and gentlemen."

The young boy who was holding the box held it in front of him and said "Showing here."

The older gentleman with faded black hair looked up his eyes never leaving the box.

"May I commence at fifteen francs?" The auctioneer said

"Fifteen thank you." He said as an older woman raised her hand glancing at the older man.

"yes, twenty from you sir, thank you."

Madame Mjölnir, twenty-five. Thank you." The man said noticing the woman who raised her hand yet again.

"Do I hear thirty?" At this the woman standing behind the old man raised her hand.

"Thirty and thirty five?" The woman looked at the man and nodded in defeat once realizing who he was.

"Selling at thirty francs then. Thirty once, thirty twice and Sold to the vicomte de Shinigami. **(Clever right?) **Thank you sir"

The older man motioned for the boy to come to him and the boy then handed him the music box with the strange creature on it.

He turned it and examined it as if it was a delicate artifact. The woman who had bid against him watched him as he examined it from afar.

_A collector's piece indeed, every symmetrical detail exactly as she said… Will you still play while all the rest of us are dead?... _The man thought as he glanced over the object.

"Now! Lot 666 then a chandelier in pieces. Some of you may recall the strange affair of the Phantom of the Opera, a mystery never fully explained." The auctioneer walked across the stage to a covered object and stood next to it.

"We are told ladies and gentlemen that this is the very chandelier which figures in the famous disaster. Our workshops have repaired it and wired parts of it for the new electrical light." He smiled and moved away from the covering.

"Perhaps… We can frighten away the ghost of so many years ago. With a little illumination. Gentlemen!" The man then removed himself from the stage as two men removed the covering to reveal the grand chandelier.

It was then raised above the stage blowing away the dust and dirt illuminating the two faces of those who had been there first hand…

_Paris 1870 _ **Overture **  
People where hustling in and out of the old building, just as a carriage pulled in front. Two middle aged men walked out and looked at the Opera house with happiness in their eyes seeing the great fortune they would soon make.

While inside may of the performers were rushing to get dressed for their rehearsal. Whether it be dusting out sheets or painting masks, this was a busy day at the Opera House. Ballerinas came down the stairs in a line, one tall girl with black hair in front with a shorter girl with light brown hair following behind her. They soon stepped into powder and got their shoes ready to dance, laughing and talking as they made their way to the stage.

As the fell into line behind other ballerinas with a woman with an eye patch over her eye watching them, they did not notice a boy with three white lines in his deep black hair riding in outside with two horses steering them straight into the stable, whistling for them to keep going. **End Overture **

While rehearsals had just begun the cast began descending onto the stage singing.

_This trophy from our saviors! _

_From our saviors_

_From the enslaving force of rome!_

At that moment the owner of the opera populaire entered from the side yelling "Madame!" He walked towards Madame Mjölnir who was watching the ballerinas perform carefully.

_With feasting and dancing and song tonight in celebration. _

_We greet the victorious throng! _

A girl with bright pink hair sang, the opera's diva Kim. She held a stuffed head in her hand as she threw it to the side for two maids to catch.

_Returned to bring salvation! _

_The trumpets of carthage resound! _

_Hear the romans now tremble!_

_Hark to our step in the ground!_

_Hear the drums Hannibal comes! _Kim stepped to the side as another performer stepped on her dress and tore it "My dress! Watch it!" She yelled getting once again back into character and smiling as she waved her hand at the empty audience seats. As she moved out of the way a man with two strips of pointy hair named Ox stepped forward and starting singing in a deep voice.

_Sad to find the land we love threatened once more by roma's reaching grasp! _

"Gentlemen, Gentlemen." Monsieur Mosquito said waving his hands at the new intruders on his stage.

" Rehersals, as you can see, are underway, for the new production of Hannibal." Monsieur Death said as he led the two other gentlemen across the stage. One with grey hair and a white coat and the other with light blonde hair wearing a dark black and white coat.

"Monsieur Death, I am rehearsing." Monsieur Mosquito said waving his hands around in the air.

"Monsieur Mosquito, Madame Mjölnir, ladies and gentlemen, please, if I can have your attention thank you." Monsieur Death said walking towards the front of the stage. The blonde woman looked up from her stretches and took her cane in hand to stand and see what the dark cloaked man had to say.

"As you all may know for some weeks now there have been rumors of my retirement, I can now tell you that these were all true."

As he said that Kim laughed and pointed a finger at Ox who merely shrugged and continued to listen.

"Now it is my pleasure to introduce you to the two men who now own the opera populaire, Mr. Stein and Mr. Justin. I'm sure you've heard of their recent fortune in the junk business." Monsieur Death said stepping aside to let the two men stand next to him.

"Scrap metal actually." Monsieur Justin said smiling

"He must be rich." One of the ballerinas said giggling. Through the crowd of people one small ballerina girl with the light brown hair and beautiful green eyes and her tall dark haired friend found their way towards the front so they could see what was going on.

"And we're deeply honored to introduce our new patron, the vicomte de Shinigami." Monsieur Stein said grinning as the boy from earlier walked onto the stage in his dark black suit smiling.

And that's when the ballerina girl looked ahead and gasped. "It's Kid; before my father died…I guess you could say we were childhood sweethearts. He called me little makie."

"Oh Maka he's so handsome." Tsubaki said holding her friend's hand.

Maka smiled as he started to speak. "My parents and I are honored to support all the arts, especially the world-renowned Opera Populaire." He smiled and bowed a little as everyone around him clapped, His golden eyes shining in the light of the grand room.

Then Kim came towards him with her hand out stretched waiting for him to grab it.

"Gentlemen, Signora Kim Diehl our leading soprano for five seasons now." Monsieur death said awkwardly as Kid took her hand and kissed it. Kim smiled and slowly walked back where she was standing before.

Then Ox came up and gave Kid his hand. "I'm Signor Ox Ford." He said with a grand smile.

"It's an honor Signor, but I do believe I am keeping you from your rehearsal. I will be here this evening to share in your triumph. My apologies Monsieur." Kid said turning and bowing towards Mosquito.

"Thank you Monsieur Le Shinigami once more if you please Ox." He said motioning to the singer which was now distracted.

"He love me, Love me, love me." Kim said doing circles at the front of the stage.

"He wouldn't recognize me anyway." Maka said sadly going back into her spot with the other dancers.

"He didn't see you Maka." Tsubaki said reassuringly.

At this music was once again playing and the ballet portion of the rehearsal had begun.

Marie then led the two new managers around the edge of the stage showing them the ballet.

"We take particular pride in the excellence of our ballets Monsieur." Marie said smiling as the girls danced.

"I can see why, especially that tall dark haired beauty." Monsieur Stein said smiling.

"My daughter Tsubaki." Marie said glaring at him.

"And that exceptional light haired beauty, no relation I trust." Monsieur Justin said

"Maka Albarn, promising talent Monsieur Justin, very promising." Marie said smiling

"Albarn you say? No relation to the famous violinist Spirit Albarn?" Justin questioned

"An orphan you say?" Stein said smirking

"His only child Monsieur, orphaned at seven when she came to live here at the opera dormitories. I think of her as a daughter also." Marie gave him a deadly look and that silenced him for good.

"Gentlemen if you would kindly step to the side." Marie said holding them back with her cane.

"Ah not on my dress why!?" Kim yelled again as everything once again came to a halt.

"That's it! I will not be singing! Goodbye everyone. Now it is finished." Kim walked to the side of the stage and yelled to the two maids her were laughing "Grab my doggie, bring my doggie bye bye." She said furiously stopping back to the center of the stage.

"What do we do?" Monsieur Stein asked Monsieur Death who was just about to leave as well.

"Grovel, grovel, grovel."

"Right!" The two new mangers said as they neared the diva.

"Mr. Mosquito isn't there a marvelous song in act three of Hannibal?" Mr. Stein said looking at the conductor for help.

"Yes, yes ah no!" Kim said looking more and more furious by the second.

"My dress isn't finished!"

"I wonder if as a personal favor you could give us a preview?" Mr. Justin said smiling

"If my mangers command…" Kim said getting happier

"Mr. Mosquito?" Mr. Stein said looking at him once more.

"If my diva commands?" Mosquito said annoyed

"Uh yes I do!" Kim said walking towards the center of the grand stage.

At the Monsieur Mosquito began conducting and soft sweet music started to play as Kim began to sing.

_Think of me, think of me, fondly_

_When we've said goodbye_

_Remember me once in a while_

_When you find that once again_

_You long to take your heart... _

Just as Kim was about to sing the next line a huge poster fell from the top of the stage sending Kim to the ground screaming.

"Signora!" All the men cried as the other actors helped pull her out. As the men began to help her, an envelope with a blood red seal fell from the top of the stage as well. Marie then walked over and bent down to get it, looking up hoping to see the person who had dropped it.

"He's here the Phantom of the Opera..." Tsubaki said clutching onto Maka's Arm who was also shaking herself

"Signora! Are you all right?" The two managers said rushing to her side as she stumbled to get up in her huge green dress.

"Hiro! For God's sake, man, what's going on there?" Stein yelled at the man who was pulling up the ropes that held the large poster.

"Please, monsieur, don't look at me! I was not at my post." He cried finally setting the poster back into place.

"There's no one here! And well…if there is there must be ghost!" He started to laugh and then walked away on the long wooden board used by the stagehands.

"Signora, these things do happen." Justin said walking towards her smiling.

Kim shook her head and began to yell "For the past years, these things do happen! And did you stop them from happening? No! And you too, you are as bad as them, these things do happen! Until you stop these things from happening this thing does not happen!" She then proceeded to leave the stage yelling other various things and curing while the rest of the cast stood on stage and watched in horror.

"Amateurs." Ox huffed as he looked at them and then turned around and walked after Kim.

"Signora Mjölnir, she will be coming back, won't she?" Stein said with dread in his eyes, seeing the fact that their big star had just walked out of sight.

"You think so, monsieur I have a message, sir, from the Opera Ghost." Marie said opening the letter.

"He welcomes you to his opera house…"

"His opera house!?" Justin said with a scowl

Marie glared at him and continued to read the mysterious letter. "And commands that you continue to leave Box Eight empty for his use and reminds you that his salary is due." She rolled her only eye and shoved the letter into Stein's hands.

"His salary?" Justin said yanking the paper out of Stein's hands and reading it for himself.

"Monsieur Death used to give him twenty thousand francs a month." Marie said twirling her cane and looking aimlessly around the room.

"Twenty thousand francs?!" Both men said as they gasped

"Perhaps you can afford more, with the Vicomte de Shinigami as your patron." Marie blatantly said standing close to her new managers.

"Madame, I had hoped to make that announcement public tonight when the Vicomte was to join us at the gala! But obviously we shall now have to cancel as it appears we have lost our star." Stein said with a scowl on his face

"There should be an understudy!" Justin said smiling

"Understudy? There is no understudy!" Monsieur Mosquito said rubbing his face with a small handkerchief

"A full house, Justin, we shall have to refund a full house." Stein rubbed his face and began pacing the stage floor

"Maka Albarn could sing it, sir." Madame Marie said as she pushed the girl forward her hair which rested in two small ponytails hitting her back as she moved.

"The chorus girl? Don't be silly." Monsieur Justin said smiling

"She's been taking lessons from a great teacher." Madame Marie said looking at Maka.

"Who?" Stein said walking closer to Justin.

Maka nervously played with her fingers and sighed "I don't know his name, monsieur…"

"Let her sing for you, monsieur. She has been well taught." Madame Marie said smiling.

"Alright, come on, don't be shy, come on, come on" Monsieur Justin said smiling and pushing the girl gently towards the front of the stage.

"From the beginning." Monsieur Mosquito said flipping towards the song Maka was about to sing.

"Justin, this is doing nothing for my nerves." Stein said holing his temple.

"Oh shush she's very pretty." Justin said nodded as the girl looked sheepishly at him as she began to sing.

The whole stage stood watching silently as her beautiful voice projected through the room…

**Think Of Me:**

_Think of me, think of me fondly,_

_when we've said goodbye._

_Remember me once in a while –_

Soon the room began to change and Maka was now singing this in a beautiful white dress with her long light brown hair down and curled behind her. She smiled and sang as she watched the audience carefully, trying to remain calm.

_please promise me you'll try._

_When you find that, once again, you long to_

_take your heart back and be free_

_if you ever find a moment_

_spare a thought for me..._

_We never said our love was evergreen,_

_Or as unchanging as the sea_

_But if you can still remember,_

_Stop and think of me..._

_Think of all the things_

Although Maka was fully aware of the people watching her from above she didn't know that down below was a man watching her and listening so intently, his black cloak covered him from the moist air and his red eyes looked into the hole above to listen to her sing.

_We've shared and seen -_

_Don't think about the ways_

_things might have been..._

_Think of me, think of me_

_waking silent and resigned_

_Imagine me, trying too hard_

_to put you from my mind_

_Recall those days,_

_look back on all those times_

_Thinks of the things, we'll never do_

_There will never be a day_

_when I won't think of you_

As Maka sang she didn't notice the man in box eight who watched also her intently.

"Can it be?..." Kid said leaning forward

"Can it be Maka?" He smiled and started clapping

"Bravo!" He yelled

"Long ago, it seems so long ago, How young and innocent we were…She may not remember me, but I remember her!" Kid said smiling as he continued to watch her.

_Flower fade, the fruit of summer fade_

_They have the season so do we_

_But please promise me that sometimes_

_You will think of me!_

Maka finished singing and bowed as the crowd cheered and threw roses at her. Her green eyes shining beautifully as she left the stage.

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How'd you like it!? I'm trying to tstick as close as I can with a mixture of the play/2004 movie. Review!


	2. ACT 1 chapter 2

**Whoop just as promised! An update on Tuesday, next time this will update on Friday or so :) Don't worry my other Kima story will be udated today as well in an hour or so :P **

In response to the pizzadude93: I always imagined Kid as the phantom as well due to him being so dark but here's where I made the DIFFICULT yet necessary decision lol

Soul plays the piano, Phantom has an organ.

Raoul is rich, well educated, highly admired, henceforth why Kid was placed there.

I also like the idea of a mysterious Soul :D heh.

alrighty! enjoy! **I don't own Soul Eater or POTO. **

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As everyone behind the stage was celebrating tonight's grand performance, Tsubaki looked for her dear friend to congratulate her but she was nowhere to be seen.

Tsubaki wandered the back halls of the opera house close to the living quarters and passed an odd couple kissing until she saw candlelight and followed it.

While inside a small room Maka sat on the floor lighting two more candles above a picture of her father. She blew out the match and bowed her head and said a small prayer.

_Bravo, bravo, bravissimi_

Maka looked up around her to see where the small whisper came from but decided to shrug it off as noise from the other rooms. Then Tsubaki entered the room quietly saying her name

**Angel of Music**

"_Maka, Maka…" _She then smiled as she saw her friend on the floor and touched her shoulder and sat down with her

"_Where in the world have you been hiding. Really, you were perfect! I only wish I knew your secret Who is your great tutor?"_

Tsubaki smiled and looked at her friend as she began to speak.

"Tsubaki, when your mother brought me here to live…whenever I come down here alone to light a candle for my father a voice from above, and in my dreams he was always there. You see, when my father lay dying…he told me I will be protected by an angel. An angel of music." Maka smiled as she looked at Tsubaki who looked at her in awe.

"Do you believe Maka? Do you think the spirit of your father tutored you?" Tsubaki said grabbing her friend's hand.

Maka nodded and smiled _"Father once spoke of an angel I used to dream he'd appear…Now as I sing, I can sense him and I know he's here. Here in this room he calls me softly. Somewhere inside hiding Somehow I know he's always with me. He, the unseen genius" _

Maka looked at her friend who now looked puzzled and concerned.

"_Maka, you must have been dreaming" _Tsubaki sang pulling Maka off of the floor and leading her out of the dark room.

"_Stories like this can't come true. Maka, you are talking in riddles and it's not like you." _Tsubaki then led Maka into the hallway where Maka began to sing again.

_Angel of Music… Guide and guardian, Grant to me your glory." _Tsubaki then began to sing along with Maka as they walked back to where everyone was at.

"_Who is this angel?"_

_Angel of Music_

_Hide no longer_

_Secret and strange and joy" _

Maka then stopped making Tsubaki stop with her

"_He's with me, even now." _Maka said shaking and looking around her as if she felt another presence with them.

"_Your hands are cold!" _Tsubaki said taking Maka's hand in hers

"_All around you." _

"_Your face, Maka, is white!" _Tsubaki felt Maka's face and then grabbed her arm

"_It frightens me." _Maka said grabbing onto her friend.

"_Don't be frightened." _Tsubaki Gave Maka a reassuring smile and led her out of the narrow hall and back into the open area. **End Angel of Music**

Where Maka was approached by men crowding her in a circle with Tsubaki. They kept asking for her autograph or dinner and just then Marie came with her cane and moved them out of the way and grabbed Maka's hand and led her to a dressing room which appeared to be hers now.

"No!" Marie yelled as she shut the door behind her and grabbed a rose off the counter, attached to it was a black ribbon perfectly tied to create a small bow around the delicate rose.

"You did very well my dear, he is pleased with you." Marie then handed Maka the rose as Marie walked out of the room. Maka then proceeded to study the ribbon feeling its soft texture and wondering what mysterious person gave this to her.

Outside her room men and women were still up running around and talking and partying. Kid had just managed to escape people and was going towards the dressing room to visit Maka when Stein and Justin stopped him in his tracks.

"Ah, Vicomte, I think we've made quite a discovery with Miss Albarn!" Monsieur Stein said holding a big bouquet of flowers in his hand.

"Perhaps we can present her to you, dear Vicomte?" Monsieur Justin said smiling

"Gentlemen, if you wouldn't mind… this is one visit should prefer to make unaccompanied." Kid said with an awkward smile. He then reached for the flowers Monsieur Stein had in his hands and took them in his own smiling.

"Thank you." He said just before entering the room.

"It would appear they've met before…" Monsieur Justin said with a confused face.

When Kid entered the room, Maka was still looking at the rose playing with the black ribbon.

"Little Makie let her mind wander…" At the sound of his voice Maka dropped the rose on her table and turned to look at him smiling. Kid continued to talk as she turned to face him.

"Little Makie thought: Am I fonder of dolls or of goblins of shoes?"

"Kid.." Maka said as he got closer.

"Or of riddles of frocks." He said dumping the flowers he held in his hands on the small sofa which rested at the front of the room.

Maka sighed "Those picnics in the attic.."

"or of chocolates." He said kneeling at her feet as she leaned down to him.

"Father playing the violin." Maka smiled

Kid half smiled and chuckled "As we read to each other dark stories of the North."

"No…what I love best, Makie said, is when I'm asleep in my bed." Maka said looking into his deep golden eyes. Then began to sing.

"_Angel of Music sings songs in my head…" _

Kid then joined her and they sang together.

"_The Angel of Music sings songs in my head…"_

Kid then reached over and hugged Maka as she hugged him back.

"Oh, you sang like an angel tonight." He said as he smiled into her shoulder.

He then ended the hug and waited as Maka began to speak again.

"Papa said, when I'm in heaven, child…I will send the Angel of Music to you."

"Well, Papa is dead, Kid, and I have been visited by the Angel of Music." Maka said looking at him straight in the eyes.

"Oh, no doubt of it …And now we'll go to supper!" He said smiling and standing up.

"No, Kid, the Angel of Music is very strict." Maka said looking at him concerned

"Well, I shan't keep you up late!" He said with a smirk and walked towards the door.

"Kid, no..." Maka said in a stern voice.

Kid laughed and then began to open the door. "You must change. I'll order my carriage. Two minutes Little Makie.

"No, Kid, wait!" Maka said standing up watching him close the door and leave. She sighed

Not seeing the gloved hand which had locked her door right after he left. All around the Opera house the lights were going out leaving the place enclosed in utter darkness.

Maka then emerged from behind the dressing room screen with a white cloak over her light yellow gown. Looking at the candles which had just blown out. She looked around the room and glanced through the darkness and quickly ran over to the door. She had just touched the handle when a voice boomed through the room.

**The Mirror (Angel of Music) **

"_Insolent boy!"_

Maka then turned around breathing heavily entranced somewhat by this mysterious voice.

"_This slave of fashion basking in your glory!"_

" _Ignorant fool. This brave young suitor, sharing in my triumph!" _

"_Angel! I hear you! Speak, I listen…stay by my side, guide me! Angel, my soul was weak forgive me...! Enter at last, Master!" _Maka sang drawing herself away from the door and back into the middle of the room.

"_Flattering child you shall know me see why in shadow I hide! Look at your face in the mirror I am there inside!"_

Maka then turned towards the mirror which resided at the end of the room and saw a man standing there. He was wearing a mask which covered one side of his face and had the strangest white hair which stood up at random places on his head. Everything around Maka began to disappear and all she could see was the man in the mirror which she started to walk towards.

"_Angel of Music! Guide and guardian! Grant to me your glory! Angel of Music! Hide no longer! Come to me, strange angel…" _Maka sang as she neared the mirror.

"_I am your Angel of Music Come to me…Angel of Music" _The mysterious man sang as Maka finally drew near not fully realizing what she was doing.

At this a rattle came at the door. It was Kid trying to open it. Shaking the handle furiously.

"Whose is that voice?!" He yelled trying desperately to break down the door.

"Who is that in there?!" Kid yelled pounding on the door at this point.

"_I am your Angel of Music.." _

Maka was now right in front of the mirror she was lost in a trance seeing the man's dark red eyes as she closed her own and began to walk forward some more.

"Maka! Maka!" Kid yelled from outside, but now she was gone lost in the trance that this man had put her in.

The screen on the mirror had moved and Maka started to reach in.

"_Come to me… Angel of Music…" _She then grabbed his outstretched hand and walked into the mirror. He then led her inside as Maka's bright green eyes had dimmed in the light…


	3. ACT 1 chapter 3

Wow! Loooong break I am so sorry! I have just finished the last of my major assignments for my one college class I'm currently taking at my high school, and it's just smooth sailing from here on out till graduation! So plenty of time to catch up on this and my other kima story ;D I'm also currently writing the chapter after this so keep a head up for that one later tonight! :P

well I'll shut up and let you guys read! enjoy!

I don't own either of these two franchises.

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**Phantom of the Opera**

"_In sleep he sang to me in dreams he came. That voice which calls to me and speaks my name and do I dream again for now I find the Phantom of the Opera is there inside my mind." _Maka sang as she let the man with strange white hair and glowing red eyes lead her down a long candle lit hallway. He began to sing moving her faster along the narrow corridor.

_Sing once again with me, our strange duet. My power over you grows stronger yet. And though you turn from me to glance behind…" _Maka turned around to look behind her seeing how far they had walked as she felt a gloved hand on her chin, it was his as he brought her to face him again.

"_The Phantom of the Opera is there inside your mind." _He then turned aroundand led her down a long staircase to a moat which held a small black boat just big enough for the two of them. As he put Maka in it she began to sing again.

"_Those who have seen your face draw back in fear I am the mask you wear…" _Maka sang looking around as the phantom stood behind her and rowed them

"_It's me they hear..." _He sang as Maka looked around her at the carvings and candles which lighted the dark narrow way the boat was floating down.

They then both sang at the same time in perfect harmony.

"_Your/My spirit and your/my voice in one combined. The Phantom of the Opera is there Inside your/my mind." _

"_He's there, the Phantom of the Opera" _Maka sang as they drew closer to their destination.

"_Sing, my Angel of Music!" _The phantom said as he wanted to hear more of her beautiful voice.

_Sing, my Angel, Sing for me." _Maka continued to sing as the Phantom demanded of her.

"_Sing, my Angel." _

They then approached a large metal gate which opened as soon as they drew close.

"_Sing for me!" _Maka then sang one last note and stopped as she looked around and saw more candles, but an Organ and other various objects around the underground walls.

**End Phantom of the Opera **

The man then got off the boat and left Maka there watching as he moved towards the organ and music sheets sprawled across the floor near it.

"_I have brought you to the seat of sweet music's throne. To this kingdom where all must pay homage to music, music_

He paused and walked closer to her but then turned around and walked in front of all his belongings showing her with his arms all he had. Maka watched in awe as he sang to her.

"_You have come here, for one purpose, and one alone. Since the moment I first heard you sing, I have needed you with me, to serve me, to sing, for my music..."_

"_my music.." _ He sang quietly to her.

**Music of the Night**

"_Nighttime sharpens, heightens each sensation. Darkness stirs and wakes imagination. Silently the senses abandon their defenses Slowly, gently, night unfurls its splendor." _The Phantom slowly started to walk towards Maka again who was sitting and watching him sing from the small boat. Her eyes had a glossy look to them in the candlelight of the cave.

Maka then got up and grabbed his hand as he led her off the boat and into his domain.

"_Grasp it, sense it tremulous and tender. Turn your face away from the garish light of day, Turn your thoughts away from cold, unfeeling light –_

Maka's eyes were filled with wonder as she looked into the Phantom's deep red eyes as he led her farther and farther away from the water. She tried to turn around to see how far she had traveled but the phantom quickly but gently turned her head back to face him.

All around the Phantom's lair there were pieces of papers with notes sprawled across the floor, along with tapestries covering the walls and what looked like to be mirrors. Maka noticed as he pulled her along gently.

"_And listen to the music of the night...Close your eyes and surrender to your darkest dreams! Purge your thoughts of the life you knew before! Close your eyes, let your spirit start to soar!" _He sang smiling at Maka as she closed her eyes. He let her hand go as she stood there as he walked up some steps.

"_And you'll live as you've never lived before…"_

Maka then followed him up to where he was standing as he pulled her near him. She walked around him and smiled as he sang close to her.

"_Softly, deftly, music shall caress you Hear it, feel it, secretly possess you Open up your mind, let your fantasies unwind, in this darkness that you know you cannot fight the darkness of the music of the night."_ The phantom smiled at her as he started to walk behind the many candles he had lit in the large cavern.

"_Let your mind start a journey through a strange, new world! Leave all thoughts of the life you knew before! Let your soul take you where you long to be!" _Maka watched him with glossy green eyes as he moved swiftly between the candles and back to her.

"_Only then can you belong to me…" _He sang with soft eyes as he neared her and cupped her face with his black gloved hands. He slowly turned her around, and Maka entranced by his singing slowly followed his moves as he put his hands on her waist. He then seductively moved his hand down her leg but then brought it back up to her waist and held her in front of him.

"_Floating, falling, sweet intoxication! Touch me, trust me, savor each sensation! Let the dream begin, let your darker side give in..." _He gently took her hand and placed it upon his cheek which held no mask. Maka realizing the contact quickly turned around but was put back into her trance by his soft singing voice. He then took the hand he already held and led her to the other side of the cavern.

"_To the power of the music that I write, the power of the music of the night." _Maka smiled as he held her hand and led her to a small covering where a red curtain hung. Maka looked inside and saw that there was a figurine that looked exactly like her, she was surprised and fainted as the Phantom was there to catch her.

"_You alone can make my song take flight; Help me make the music of the night…"_ The Phantom sang as he gently set Maka onto a bed with red sheets and pulled a thin black curtain around it.

**End Music of the Night **

…..

Meanwhile back above the Opera house Tsubaki had found a key to unlock Maka's room and quietly opened the door and walked inside. Tsubaki was wearing a small white ballet outfit and had a bow that hung above where her ponytail started, she gulped and looked around at the dark and quiet pink room and quietly mumbled her dear friend's name.

"Maka..?" She said going deeper into the medium sized dressing room. She walked towards the large mirror that hung on the back wall of the room and noticed that a part of it had been moved away. She quietly sighed and looked behind her towards the front door, but decided to enter into the mirror. Tsubaki walked through the dark and wet narrow halls quietly as she searched for her friend.

She then noticed a small squeaking sound at her feet and saw three rats on the ground. Tsubaki horrified let out a small scream and covered her mouth once she realized what she had done. She then gulped and kept walking forward determined to find her lost friend in the dark cavern. Until she felt a cold hand on her shoulder. She gasped as she turned around to see her mother Madam Marie looking at her with a stern eye. Tsubaki hung her head in defeat as her mother quickly shook her head and grabbed her hand and led her back to the dressing room.

Back inside the girls sleeping dormitories Tsubaki walked in playing with her dark black hair as Hiro was scaring the rest of the girls as they lay in bed.

"Like yellow parchment is his skin...A great black hole served as the nose that never grew..." Hiro said walking around all the girls in the room as they screamed and laughed.

"You must be always on your guard, or he will catch you with his magical lasso!" Hiro smiled and brought out a small lasso and grabbed a blonde girl who was laughing as she walked by. She gasped as he brought her close and wrapped an arm around her. She laughed as she tried to get free.

Marie then walked in and saw what was going on. She glared at Hiro and walked over to him and pulled the girl away from him.

"Those who speak of what they know Find, too late, that prudent silence is wise." Marie said scowling at the girls who shrunk back into their beds silently.

She then walked up to Hiro and took the lasso from him.

"Mr. Hiro, hold your tongue." Madame Marie then slapped him as the rest of the girls around her gasped.

Madam Marie then smirked and wrapped the lasso around him.

"Keep your hand at the level of your eyes!" She said as she tightened the lasso which Hiro managed to catch by raising his hand up between his neck and the thick rope.

…..

Back at the Phantom's dwelling, Maka started to awaken as she heard a small tune coming from somewhere in the cave. She pulled back the thin black curtain and adjusted her long light brown hair to hang over her shoulders. She looked around and got out of the bed and walked towards the direction where the small cave which held the bed entered into the bigger cavern.

"_I remember there was mist…swirling mist upon a vast, glassy lake. There were candles all around, and on the lake there was a boat." _Maka looked in front of her to see that the lake still held the boat in which she came and turned to her right to see the man with strange white hair and dark red suit sitting at a tall organ.

"_and in the boat there was a man…." _He then turned around to face her with a surprised face. Some of his peculiar jagged teeth were showing in a slight smile. Maka picked up a bit of her nightgown and continued to walk towards him quietly, making sure not to disturb what he was doing.

"_Who was that shape in the shadows? Whose is the face in the mask?" _Maka gently walked up to him and touched his cheek as he smiled leaning his head back to feel her touch. Maka bit her lip and cautiously began to remove the half white mask that rested on the right side of his face. She quietly gasped as he got up and knocked her over.

"Damn you! You little prying Pandora!" He yelled as he shook his head at her. His once soft red eyes becoming dark and scary. Maka lay on the floor as she covered her mouth. He only stomped on the ground and yelled at her some more.

"You little demon! Is this what you wanted to see?" He said quickly ripping a dark red velvet sheet off of a mirror and showed her his contorted face.

"Curse you! You little lying Delilah! You little viper Now you cannot ever be free!" He said once again covering his face with his hand. Maka covered against the floor in fear still holding the white mask in her trembling hand.

"Damn you...Curse you..." He mumbled as he knocked over some candles and turned away to walk down some steps. His once slicked back white hair had become wild and had spiked up on the sides making Maka tremble even more.

He still had his back to her when he began to speak again, making her sit up cautiously.

"Stranger than you dreamt it can you even dare to look, or bear to think of me." He said turning around as Maka began to cower even more in a corner. Her eyes were wide and she was breathing heavily.

"This loathsome gargoyle, which burns in bell but secretly, yearns for heaven, secretly..."

"Maka..." He said sadly as he came closer to her.

"Fear can turn to love - you'll learn to see, to find the man behind the monster this repulsive carcass, who seems a beast but secretly dreams of beauty, secretly..." He got down on the floor and came towards Maka who moved back a bit as tears began to flow down her green emerald eyes. Making the make-up from the previous night smudge around her eyes.

"Oh, Maka..." Maka then looked down at her shaking hands and found that she still held the white mask. She closed her eyes and opened them again as more tears came. She quietly took the mask and held it back out to the Phantom who was now sitting beside her holding his face. He turned away from her and quietly put the mask back on his face and stood up.

"Come we must return the two fools who run my theatre will be missing you." Soul the Phantom said with a scowl as he gave his hand for Maka to grab. He then led her out of the cave getting ready to depart back up to the Opera house.

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well I hope you enjoyed this chapter! it was supposed to be longer but I'm splitting it into two chapters cause 4,000 words is quite a bit don't cha think? :P review!


	4. ACT 1 chapter 4

well another chapter yay! after this chapter we shall finally get to see the "all I ask of you" scene with Maka and kid :D I'm excited to begin writing that. I really hope I'm doing these two fandoms justice :P (although it is hard to capture the musical element while writing this) enjoy!

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In the early morning Stein arrived wearing a dark red coat with stitches on it and dark white cloves, he also carried a white cane which he twirled as he entered the Opera house to see people cleaning the floors.

"Mystery after gala night, It says, "Mystery of soprano's flight! Mystified all the papers say, we are mystified we suspect foul play!" Stein allowed two workers in dark red uniforms to take his coat and top hat as he began to walk away from the door entrance and over to the grand staircase.

"Bad news on soprano scene. first Kim, now Maka! Still, at least the seats get sold… Gossip's worth its weight in gold..." He laughed as he began to hop joyfully up the stairs.

"What a way to run a business! Spare me these unending trials! Half your cast disappears, but the crowd still cheers! Opera! To hell with Gluck and Handel Have a scandal and you're sure to have a hint!" Stein sighed as he began to take off his gloves and walked towards a big hallway full of decorations and gold trimmings.

"Damnable!" Justin said approaching Stein with a note in his hand.

"Justin, please don't shout..." Stein said rolling his eyes as he draped his arm over Justin's shoulder. He lit a cigar and began to talk to Justin again.

"It's publicity! And the take is vast! Free publicity!" Stein said smiling as he waved his free arm around.

"But we have no cast..." Justin mumbled.

"Justin, have you seen the queue? Oh, it seems you've got one too…" Stein said with an irritated voice as he noticed the letter in Justin's hand which held a dark red skull shaped stamp.

Justin sighed and began to read the letter. "Dear Justin, what a charming gala! Maka was in the world's sublime! We were hardly bereft when Kim left - On that note the diva is a disaster! Must you cast her when she's seasons past her prime!"

Stein them rolled his eyes and quickly took out a letter from inside his stitching's.

"Dear Stein, just a brief reminder my salary has not been paid. Send it care of the ghost, by return of post P.T.O. "He looked at Justin with irritation in his voice and continued to read.

"No-one likes a debtor, so it's better if my orders are obeyed!"

"Who would have the gall to send this?! Someone with a puerile brain! These are both signed "O.G."…Who the hell is he?! Opera ghost! It's nothing short of shocking, he's mucking our position! In addition he wants money what a funny aberration to expect a large retainer! Nothing plainer -he is clearly quite insane!" They both said at the same time quite annoyed with the letters they had received. They were interrupted in their anger when a voice was heard from below.

"Where is she?" They turned around and saw the Vicomte; Kid standing in the middle of the entrance room dressed a black cloak and wearing a white shirt with a black tie. His face held a worried expression as he waited for the response of the two owners.

"You mean Kim?" both men said as they looked at each other and then back at Kid.

"I mean Miss. Albarn -where is she?" Kid said rushing up the staircase to meet them.

"Well, how should we know?" Both men said again shrugging their shoulders.

"I want an answer! I take it that you sent me this note." He said holing up a small letter in his hands as he walked up the last flight of stairs.

"What's all this nonsense?!" Stein said running towards Kid.

"Of course not!" Justin said following after Stein.

"She's not with you, then?" Kid glared walking over to the two men.

"Monsieur, don't argue. Isn't this the letter you wrote?" Kid scowled as he handed the letter to Stein.

"What is it that we're meant to have wrote? I mean Written!" Stein mumbled shaking his head as he opened the small envelope. Justin looked over at the letter and read it aloud.

"Do not fear for Miss Albarn. The Angel of Music has her under his wing. Make no attempt to see her again. "

"If you didn't write it, who did?!" Kid yelled glaring at the two men who only stood back a bit and held out their hands. They scratched their heads and shrugged as Kim burst through the front doors yelling.

"Where is he?!" She said walking into the main area wearing a big white dress with a big white scarf and hat to match. She had several people following close behind her. As she ran up the stairs to meet the three men.

"Ah, welcome back!" Stein said with a smirk and whiff of his cigar.

"Your precious patron -where is he?" Kim demanded meeting all three of them in the middle of the stairs.

"What is it now?" Kid mumbled under his breath as he rolled his eyes at the diva before him.

"I have your letter a letter which I rather resent!" She huffed and crossed her arms as Kid sighed and took it from her.

"And did you send it?" Stein and Justin asked coming towards him.

"Of course not!" Kid said defensively.

"What's going on?!" Stein said rolling his eyes.

"You dare to tell me, that this is not the letter you sent?!" Kim said coming closer.

"And what is it that I'm meant to have sent?" Kid scowled as he proceeded to open the letter Kim had handed to him. He then read it slowly for everyone around to hear.

"Your days at the Opera Populaire are numbered. Maka Albarn will be singing on your behalf tonight. Be prepared for a great misfortune, should you attempt to take her place." Kid frowned at the letter and looked back up at Kim who was now scowling.

Both of the owners looked at each other with looks of frustration.

"Far too many notes for my taste and most of them about Maka! All we've heard since we came is Miss Albarn's name!" They then pulled Kim away from her group and walked towards the entrance of the theater. Just as they were getting close to the stairs a voice was heard behind them.

"Miss Albarn has returned." Everyone turned around and saw Madam Marie holding her dark cane and a note in one hand. She wore a long black dress and was accompanied by Tsubaki who wore a short ballerina dress and shoes.

"Where is she now?" Justin said coming forward with Stein close behind.

"I thought it best that she was alone... " Marie said looking at the two men sternly.

"She needed rest!" Tsubaki said interrupting her mother.

"May I see her?" Kid said stepping forward.

"No, monsieur, she will see no-one." Marie insisted.

"Will she sing?!" Kim and Ox asked loudly.

"Here, I have a note..." Marie responded holding out yet another small envelope.

"Let me see it! Please!" The group yelled as they all came forward. Stein grabbed the paper from a smiling Marie and began to read.

"Gentlemen, I have now sent you several notes of the most amiable nature, detailing how my theatre is to be run. You have not followed my instructions. I shall give you one last chance...Maka Albarn has returned to you, and I am anxious her career should progress. In the new production of "Il Muto",you will therefore cast Kim as the Pageboy, and put Miss. Albarn in the role of Countess."

Stein looked at the people reading over his shoulder and continued to read along.

"The role which Miss. Albarn plays calls for charm and appeal. The role of the Pageboy is silent - which makes my casting, in a word, ideal. I shall watch the performance from my normal seat in Box Five, which will be kept empty for me. Should these commands be ignored, a disaster beyond your imagination will occur. "I remain, Gentlemen, Your obedient servant, O.G." Stein finished as he rolled his eyes.

"Maka! It's all a ploy to help Maka! Whatever next...?" Kim yelled angrily

"I know who sent this the Vicomte - her lover!" Kim said scowling at Kid.

"Indeed? Can you believe this?" Kid said sarcastically.

"Signora!" Stein and Justin called after Kim as she walked away.

Kim stormed into her dressing room and started ordering servants to put away her clothes and take everything out.

"You are our star! And always will be!" Justin and Stein said barging in on the room.

"The man is mad! We don't take orders! Miss Albarn will be playing the Pageboy the silent role..." Stein sighed as he looked at Kim.

"Kim will be playing the lead!" Stein and Justin cried as Kim turned to face them.

"It's useless trying to appease me! You're only saying this to please me!" Kim said walking the back stage opera house with the two managers following closely behind trying to convince her to stay. Everyone was laughing at Kim and smiling and shouting as they were finally glad to be rid of her.

"Who scorn his word, beware to those..." Marie said looking straight ahead at the crowd in front of her.

"You have reviled me!" Kim yelled pushing past the practicing ballerinas

"The angel sees, the angel knows..." Marie mumbled as she started to walk faster.

"You have rebuked me!" Kim screamed

"Signora, pardon us...?" Justin and Stein yelled to the diva walking away.

"You have replaced me!" She yelled turning around to whip her scarf at them.

They all continued down the front stairs following the pink haired girl as she moved faster and faster down each step.

"What new surprises lie in store?!" Everyone sang behind Kim who began to open the front doors of the opera house. There were many admirers standing outside fighting to see who had opened the doors. Many of them held roses and other various flowers in their hands. They all crowded Kim as she smiled and waved and fixed her hair.

Then one man at the front finally spoke up." Would you please give this to Miss Albarn? Miss Albarn!" He yelled as the doors were shut on him. Kim held her hand and looked towards the ground silently until Stein and Justin appeared on her sides.

"Your public needs you! We need you, too!" They said

"Would you not rather have your precious little ingénue?" Kim mumbled

"Signora, no! The world wants you!" They smiled as they took her arms and led her away from the doors.

**Prima Donna**

"_Prima donna first lady of the stage!" _Justin and Stein sand as Kim was in a large dressing room being pampered by servants. A large vase of flowers was brought in as Kim powdered her face.

"_Your devotees are on their knees to implore you!"_

"_Can you bow out when they're shouting your name?" _Stein and Justin sang as they handed Kim various gifts which she scowled at and waved her hand for them to move away. They rolled their eyes and went to grab more things for the prima donna of the opera house.

"_Think of how they all adore you! Prima donna, enchant us once again!"_

"_Think of your muse... And of the queues round the theatre!" _Justin and Stein sang happily.

"_Can you deny us the triumph in store?" _Stein sand handing Kim a fluffy new scarf as she smiled and snatched it out of his hands and held it up around her.

"_Sing, prima donna, once more!" _Justin said handing Kim a box of jewelry which she smiled and took out of his hands.

Meanwhile Kid stood in the place where Maka had once prayed to her father and glanced around worriedly.

"_Maka spoke of an angel..." _He sang softly

"_Prima donna, your song shall live again!" _Kim sang as a bright pink corset was laced around her and her face was painted white while her hair was done up in a long bun to cover with a white powdered wig.

"_Think of your public!" _Stein and Justin sang as they joyfully fixed the corset on Kim's back.

Kim turned around and waved her arms gracefully and continued to sing "_You took a snub, but there's a public who needs you!"_

"_She has heard the voice of the angel of music..." _Marie sang quietly as she grabbed Tsubaki's and Maka's costumes off small stands behind the stage.

"_Those who hear your voice liken you to an angel! Think of their cry of undying support! We get our opera she gets her limelight! Leading ladies are a trial! _Stein, Justin and Kim sang all together.

"_Prima donna, your song shall never die!" _Kim sang while being carried on a small bed by Stin, Justin and others who carried the back.

"_You'll sing again, and to unending ovation!"_

"_Orders! Warnings! Lunatic demands!" _Kid sang walking fast through the back corridors of the dormitories.

"_Tears... oaths... lunatic demands are regular occurrences!" _

"_Think how you'll shine in that final encore!" _ Kim sang smiling

"_Surely there'll be further scenes worse than this!" _Stein and Justin mumbled losing a grip on the bed Kim was laying on struggling to keep it moving.

"_Think, before these demands are rejected!" _ Kid sang walking up the staircase with a frown upon his face.

"_Who'd believe a diva happy to relieve a chorus girl, who's gone and slept with the patron?" _Justin and Stein sang as Kim was getting the long dress put on her from above. She held her arms up smiling as the beautiful bright pink dress stopped at her waist.

"_Kid and the soubrette, entwined in love's duet!" _

"_Although he may deny, he must have been with her! You'd never get away with all this in a play, but if it's loudly sung and in a foreign tongue_ _it's just the sort of story audiences adore, in fact a perfect opera!" _Justin and Stein sang meanwhile Kim finished getting ready.

In the back parts of the opera Maka walked sadly wearing a small maid costume and her long light brown hair was held in a ponytail. Behind Marie and Tsubaki who sang along with Stein and Justin.

"_Prima donna the world is at your feet! A nation waits, and how it hates to be cheated! Light up the stage with that age old rapport!" _Everyone sang as they waited behind the front stage for the show to start. Meanwhile the stage crew lighted up the stage and prepared the seats for the audience. _"Sing, prima donna, once more!" _The red curtains then came down as the audience patiently waited for the opera to begin….

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I hope you enjoyed this chapter! review!


	5. ACT 1 chapter 5

**Finally updating! this was definitely the best chapter for me cause Kima 3 but don't worry! more soma moments to come! enjoy! and review!**

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**Poor Fool, He Makes Me laugh **

The music for tonight's opera began to play as Monsieur Mosquito led the orchestra perfectly as the antsy audience was excited about tonight's performance. Soon the big red curtains were drawn and the actors poured onto the stage. A young actress began to sing and act as she was dressed in light pink clothing and wore a white wig along with the other actors, and actresses who also had painted white faces.

"_They say that this youth has set my Lady's heart aflame!"_

A man then began to sing after her

"_His Lordship, sure, would die of shock His Lordship is a laughing-stock!" _

Meanwhile backstage a black gloved hand was seen removing Kim's bottle which improved her singing. The hand switched the bottle with another.

"_Should he suspect her, God protect her! Shame! Shame! Shame!" _

From above Hiro watched the switching of the bottles from his post

"_This faithless lady's bound for HADES!" _ The two actors sang along with the actress as Tsubaki came on stage as she was dressed in a stripped maid's gown. She shook her finger and her head at the other actors as she played her silent role.

"_Shame! Shame! Shame!"_

They then left the stage as the curtains closed to change scenery and there Kim was dressed in a grand pink dress. She had diamonds on her neck and also had a big white wig which held flowers, and various jewels. Her face was covered by a small white fan as Maka had her hand around Kim's waist as her character pretended to kiss the countess. Kim then removed the fan as Maka gasped and Kim smiled.

Meanwhile upstairs Hiro frantically searched for the culprit who switched out the bottles.

"_Serafimo - your disguise is perfect_." Kim as the countess said as she fanned herself.

Soon a "Knock" was heard as Kim sang

"_Who can this be?"_

"_Gentle wife, admit your loving husband." _Ox sang as he came on stage. His face was painted white and was dressed in a light green suit. He pretended to smack Tsubaki's butt as she gasped and ran away.

"That's exactly something the public loves!" Justin said from a box right above the stage.

"_My love - I am called to England on affairs of State, and must leave you with your new maid!" _Ox sang as the audience laughed.

"Though I'd happily take the maid with me." Ox said as he winked towards the audience which continued to laugh.

"The old fool is leaving!" Kim said placing her fan next to her face as she spoke towards the audience.

Above the stage Soul looked upon the performance with a scowl, he opened his mouth to reveal some jagged teeth and walked away.

"_Serafimo - away with this pretence!" _Kim yelled as Maka then took off half of her costume to reveal blue pants her light brown hair was curled down her back and it moved along with her as she walked towards Kim.

"_You cannot speak, but kiss me in my husband's absence!" _Kim then held out her fan again and Maka leaned forwards and pretended to kiss Kim.

_Poor fool, he makes me laugh!_

From above Soul remained watching the performance as Kim made her way around the stage.

_Haha,Haha..._

"_Time I tried to get a better better half!"_

"_Poor fool, he doesn't know!" Hoho, Hoho..._

"_If he knew the truth, he'd never, ever go!" _

**End **

From above Soul's voice echoed through the opera house as he said "Did I not instruct that Box eight was to be kept empty?"

Everyone on stage gasped as the crowd turned around to see where the startling voice came from.

"He's here the Phantom of the Opera..." Tsubaki said frightened as she looked above her.

"It's him…" Maka said looking above

"Your part is silent, little toad!" Kim said crossing her arms and glaring at Maka.

"A toad, Madame? Perhaps it is you who are the toad..." Soul mumbled from his post above the stage.

"_Serafimo, away with this pretence! You cannot speak, but kiss me in my..._" Kim tried to sing higher but she ended up croaking the last bit of her lines. Everyone backstage watched in horror as she tried to sing. While the audience just laughed.

"_Poor fool, he makes me laugh -Hahahahaha!?" _Kim sang as she kept failing to hit the high notes. She then ran off stage as Stein and Justin ran towards the stage to see what was going on.

"Ladies and gentlemen, we apologize, the performance will continue in ten minutes' time..." Justin and Stein said as the curtains closed again.

"when the role of the Countess…" Stein said as he reached back into the curtain and grabbed Maka who was lost in what everyone was doing.

"Will be played by Miss Albarn!" Stein yelled as he brought out a shocked Maka.

The whole Opera house cheered as Stein pushed Maka back through the curtains to get dressed.

Kid watched the whole affair from box eight as he carefully watched Maka go out and then back in. He then sat back down in his chair, still alert as to what was happening.

"Meanwhile, we'd like to give you the ballet from Act Three of tonight's opera." Justin said as his voice cracked.

"What?!" Mosquito cried glaring at the two men on stage.

"Maestro, the ballet, bring, please!" Justin said mumbling the last two words.

"Thank you!" Stein yelled as he closed the curtains and walked behind them.

Then the ballet girls came out with sheep as they began their performance. They all smiled and began to pull out props.

Meanwhile Madam Marie and Maka were in the dressing room as Maka picked up the rose that Soul had given her and looked at it with a sad frown.

Little did anyone know that above the stage Hiro was running from the Phantom as he tried to not get caught.

The ballet music only got faster and faster to Hiro as he kept running away from the Phantom.

Then all of a sudden down into the middle of the ballet dance Hiro's body landed hung on a long noose by Soul. A couple of the ballet girls screamed and the crowd began ti stand up and scream as well as the realization of the body became known.

Kid got up from his place and ran to find Maka backstage who eventually ran into him. She was now wearing a green cloak and grabbed his arms.

"Kid! We're not safe here."

"Ladies and gentlemen, please remain in your seats!" Justin and Stein yelled from their seats "Do not panic. It was an accident... simply an accident!"

"Why have you brought us here?!" Kid said as he let Maka guide him up the curved stairs behind the stage.

"Don't take me back there!" Maka said through long breaths as she started to go up the stairs faster.

"We must return!" Kid said sternly as he hurried to keep up with the frightened girl

"He'll kill you Kid!" Maka said now through tears.

"His eyes will find us there!"

"Maka, don't say that!" Kid said sternly

"Those red eyes that burn!"

"Don't even think it Maka!"

"And if he has to kill a thousand men."

"Forget this waking nightmare!" Kid said trying to grab Maka's hand to lead her back.

"Soul The Phantom of the Opera will kill...Again!" Maka said running towards more stairs.

"This phantom is a fable." Kid followed her up the next flight of stairs

"There is no Phantom of the Opera Maka."

"My God, who is this man..." Maka cried as her fingers shook holding onto the railing of the stairs.

"...who hunts to kill...?"

"...this mask of death...?" Kid followed Maka around each corner and curve until he no longer knew where they were.

"I can't escape from him...I never will!"

"Whose is this voice you hear...?

"And in this labyrinth, where night is blind the Phantom of the Opera is here inside your/my mind..." Maka and Kid sang as they came up one last flight of stairs. Onto the roof of the Opera House.

"There is no Phantom of the Opera..." Kid said shaking his head.

"_Kid, I've been there to his world of unending night... To a world with the daylight dissolves into darkness... darkness... Kid, I've seen him! Can I ever forget that sight? Can I ever escape from that face? So distorted, deformed, it was hardly a face in that darkness..." _Maka said walking towards Kid. She was holding the rose that Soul had given her as she sadly looked out into the snow covered city around her. She then looked at the rose in her hand and began to smile again.

"_But his voice filled my spirit with a strange, sweet sound... In that night there was music in my mind... And through music my soul began to soar! And I heard as I'd never heard before..." _Maka then looked out of the city as if she was no longer in Kid's presence.

"_What you heard was a dream and nothing more..."_ Kid sang as he walked towards her again.

"_Yet in his eyes all the sadness of the world...Those pleading red eyes, that both threaten and adore..."_ Maka sang as she looked towards the ground in sadness.

Little did the two know was that Soul had hidden himself behind a horse statue up upon the roof and was listening to them talk.

"Maka...Maka" Kid said as he sighed and walked towards Maka who had tears in her eyes.

"Maka…." Maka heard the Phantom's voice as she looked around and started heavily breathing.

**All I Ask of You **

Kid then came up behind her and hugged her as she turned around to face him. He then led her across the roof as Maka dropped the rose she was holding and followed Kid as she looked into his golden eyes. He softly smiled at her as he looked into her soft green eyes.

"_No more talk of darkness, forget these wide-eyed fears. I'm here, nothing can harm you, my words will warm and calm you. Let me be your freedom, let daylight dry your tears. I'm here with you, beside you to guard you and to guide you..." _

"_Say you love me every waking moment, turn my head with talk of summertime...Say you need me with you now and always... Promise me that all you say is true that's all I ask of you..." _Maka sang softly as Kid smiled and ran his thumb against her face.

From behind the horse statue Soul peered out cautiously, his dark red eyes lowering to the ground in sadness as he watched the two get closer.

"_Let me be your shelter, let me be your light. You're safe No one will find you. Your fears are far behind you..." _Kid sang as he led Maka farther towards the door which led back into the opera house.

"_All I want is freedom,_ _a world with no more night... and you, always beside me, to hold me and to hide me..." _Maka sang as she stepped away from Kid and then turned around to smile at him.

"_Then say you'll share with me one love, one lifetime. Let me lead you from your solitude... Say you need me with you here, beside you..." _Kid sang as he grabbed Maka's hands and pulled her to rest against him.

"_Anywhere you go, let me go too Maka, that's all I ask of you..."_

"_Say you'll share with me one love, one lifetime...say the word and I will follow you..._" Maka sang smiling as she turned around to face the dark haired boy.

"_Share each day with me, each night, each morning..." _They both sang as they smiled at one another.

"_Say you love me…" _Maka sang staring into Kid's golden eyes again.

"_You know I do..." _Kid sang as he gave Maka a soft smile.

"_Love me - that's all I ask of you..." _ They both sang as Kid went down and Kissed Maka on the lips as he grabbed her and twirled her around. They both broke the kiss t smile at each other and then Kid set Maka down and kissed her again.

"_Anywhere you go let me go too...!" _They both sang as Maka had her hands around his shoulders.

"_Love me - that's all I ask of you..." _They sang before Maka looked into his eyes one more time and leaned in to kiss him again.

"I must go; they'll wonder where I am come with me, Kid." Maka said taking his hand in hers.

"Maka, I love you" He said looking into her green eyes.

Maka smiled and began to lead him back into the opera house. "Order your fine horses! Be with them at the door!"

"And soon you'll be beside me!" Kid sang happily.

"You'll guard me, and you'll guide me..." Maka sang opening the door as they both walked in.

**All I Ask of You end/Reprise beginning**

As they left Soul emerged from behind the statue and sadly began to pick up the rose Maka had dropped.

"I gave you my music...made your song take wing... and now how you've repaid me denied me and betrayed me…He was bound to love you when he heard you sing..." Soul looked towards the door where Maka and Kid had just been and began to cry as he brought the rose to his face.

"Maka..." He said sadly as he began to smother the rose. From afar he could still hear the two singing their duet and began to look away from the rose.

_Say you'll share with me one love; one lifetime...say the word and I will follow you... Share each day with me_ _each night, each morning..._

Soul began to breathe heavily as the snow around him started to pile up on his dark cloak. He then began to tear up the rose he had given to Maka and ran towards the edge of the roof.

"You will curse the day you did not do all that the Phantom asked of you...!" He said angrily as he stood on a statue.

**Reprise end**

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**Hope you enjoyed! Review! :3**


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